Sybase Comments on Announcement by Sandell Asset
December 28 2007 - 4:00PM
Business Wire
Sybase�, Inc. (NYSE:SY) today confirmed that it has received notice
that Sandell Asset Management Corp. intends to nominate three
individuals for election to the Board of Directors at the Company�s
2008 Annual Meeting of Stockholders. The Company�s Board Affairs
Committee, which is comprised solely of independent directors, will
review the nominations and make a recommendation to the full Board
of Directors. The Company issued the following statement: Sybase�s
Board of Directors and management team are committed to acting in
the best interest of the Company and all Sybase stockholders. We
have had an open dialogue with Sandell, as we do with all Sybase
stockholders, since they first invested in our Company. Sybase�s
Board is actively engaged in the strategy of the Company and
committed to building value for all stockholders. As part of its
ongoing commitment to enhancing stockholder value, our Board
regularly assesses, and closely monitors, the Company�s
performance, strategic direction and alternatives. Our Board also
regularly considers a range of strategies to continue to improve
the Company�s operational and financial performance. Sybase has a
proven record of solid overall financial execution including,
double-digit returns generated over the past three years through
revenue growth, margin expansion, targeted accretive acquisitions,
and stock repurchases. In the third quarter of 2007 alone, Sybase
repurchased almost $33 million worth of its stock, and since 2004,
Sybase has repurchased a total of $311 million of common stock.
Sybase welcomes the views and opinions of our stockholders with the
shared goal of enhancing value for all Sybase stockholders. Sybase
noted that its Board currently is comprised of nine directors,
eight of whom are independent. The Company has not yet scheduled
its 2008 Annual Meeting of Stockholders. About Sybase, Inc. Sybase
is the largest global enterprise software company exclusively
focused on managing and mobilizing information from the data center
to the point of action. Sybase provides open, cross-platform
solutions that securely deliver information anytime, anywhere,
enabling customers to create an information edge. The world�s most
critical data in commerce, finance, government, healthcare, and
defense runs on Sybase. For more information, visit the Sybase
Website at http://www.sybase.com. Certain statements in this
release concerning Sybase, Inc. and its prospects and future growth
are forward-looking and involve a number of uncertainties and
risks. Factors that could cause actual events or results to differ
materially from those suggested by these forward-looking statements
include, but are not limited to, the performance of the global
economy and growth in software industry sales; market acceptance of
the company�s products and services; customer and industry analyst
perception of the company and its technology vision and future
prospects; the success of certain business combinations engaged in
by the company or by competitors; political unrest or acts of war;
possible disruptive effects of organizational or personnel changes;
and other factors described in Sybase, Inc.�s reports filed with
the U.S. Securities and Exchange Commission, including its annual
report on Form 10-K for the year ended December 31, 2006 and Form
10-Q for the quarters ended March 31, 2007, June 30, 2007 and
September 30, 2007. Sybase is a trademark of Sybase, Inc., or its
subsidiaries. All other names may be trademarks of the companies
with which they are associated. Sybase and its directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of Sybase in
connection with the nomination described herein. Information
regarding the interests, if any, of these directors and executive
officers in the nomination described herein will be included in any
proxy statement filed by Sybase in connection with the nomination.
In addition, Sybase files annual, quarterly and special reports,
proxy and information statements, and other information with the
Securities and Exchange Commission (the �SEC�). These documents are
available free of charge at the SEC�s web site at www.sec.gov or
from Sybase at www.sybase.com. Investors should read any proxy
statement filed in connection with the nomination described herein
carefully when it becomes available before making any voting or
investment decision.
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